An Assumption Agreement is commonly used when one party wishes to transfer its contractual obligations to another party while keeping the original contract intact. This document is particularly relevant in situations involving business acquisitions, property transfers, or debt restructuring. The agreement must comply with U.S. federal and state laws, including the Uniform Commercial Code where applicable. It typically includes detailed information about the original agreement, the parties involved, the specific obligations being assumed, and any conditions or limitations on the assumption. The document may require third-party consent, particularly in cases involving financial obligations or regulated industries.
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1. Parties: Identification of all parties involved: original obligor, assuming party, and obligee
2. Background/Recitals: Context of the original agreement and reason for assumption
3. Definitions: Key terms used throughout the agreement including defined terms from original agreement
4. Assumption of Obligations: Core provision detailing the obligations being assumed and effective date of assumption
5. Consideration: Statement of consideration for the assumption
6. Representations and Warranties: Basic representations about authority, capacity, and validity of assumed obligations
7. Governing Law: Applicable law and jurisdiction for the agreement
8. Execution: Signature blocks and dating provisions for all parties
1. Release of Original Obligor: Provisions releasing the original obligor from their obligations when intended as a novation
2. Consent of Obligee: Explicit consent provisions from the obligee to the assumption of obligations
3. Security Provisions: Additional security arrangements required from the assuming party
4. Notice Requirements: Specific requirements for providing notice to relevant parties
1. Schedule A - Original Agreement: Copy of the original agreement being assumed
2. Schedule B - Assumed Obligations: Detailed list of specific obligations being assumed, including any payment schedules or performance requirements
3. Schedule C - Consent Documents: Copies of any required third-party consents or approvals
4. Schedule D - Security Documentation: Details of any security arrangements or collateral being provided by the assuming party
Relevant legal definitions
Agreement
Assumed Obligations
Assumption Date
Business Day
Closing
Consent
Effective Date
Encumbrance
Event of Default
Governing Law
Law
Liabilities
Material Adverse Effect
Notice
Original Agreement
Original Obligor
Parties
Person
Representatives
Security Interest
Successor
Transfer
Transaction Documents
Property
Premises
Improvements
Lease
Loan Agreement
Principal Amount
Interest Rate
Payment Date
Contract Rights
Deliverables
Services
Work Product
Assumed Obligations
Assumption Date
Business Day
Closing
Consent
Effective Date
Encumbrance
Event of Default
Governing Law
Law
Liabilities
Material Adverse Effect
Notice
Original Agreement
Original Obligor
Parties
Person
Representatives
Security Interest
Successor
Transfer
Transaction Documents
Property
Premises
Improvements
Lease
Loan Agreement
Principal Amount
Interest Rate
Payment Date
Contract Rights
Deliverables
Services
Work Product
Clauses
Assumption of Obligations
Representations and Warranties
Consideration
Consent
Assignment
Notice
Indemnification
Governing Law
Jurisdiction
Amendment
Severability
Entire Agreement
Counterparts
Further Assurance
Binding Effect
Survival
Release
Security
Novation
Conditions Precedent
Transition Services
Confidentiality
Non-Competition
Force Majeure
Third Party Rights
Set-off Rights
Default
Remedies
Insurance
Waiver
Costs and Expenses
Property Transfer
Title Warranties
Environmental Compliance
Payment Terms
Interest Provisions
Security Interest
Representations and Warranties
Consideration
Consent
Assignment
Notice
Indemnification
Governing Law
Jurisdiction
Amendment
Severability
Entire Agreement
Counterparts
Further Assurance
Binding Effect
Survival
Release
Security
Novation
Conditions Precedent
Transition Services
Confidentiality
Non-Competition
Force Majeure
Third Party Rights
Set-off Rights
Default
Remedies
Insurance
Waiver
Costs and Expenses
Property Transfer
Title Warranties
Environmental Compliance
Payment Terms
Interest Provisions
Security Interest
Relevant Industries
Relevant Teams
Relevant Roles
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